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S Corporation Related Legal Questions

S corporations are business entities which choose to pass all corporate income, deductions and losses through the corporate shareholders for tax purposes. By doing this, the S corporation can avoid being taxed twice on corporate income. The shareholders report the income and losses of the corporation and then are assessed on individual tax rates. Take a look at the S corporation questions below that have been answered by Experts.

A Florida sub chapter S corporation has ceased doing business and needs to dissolve. Is there any way to dissolve the corporation and transfer the mortgage income to the sole remaining stockholder?

If you are the sole remaining stock holder, you simply name yourself the Director of the board and dissolve the S Corp and transfer all remaining assets of the Corporation to yourself. You will need something in writing, such as the minutes of the Shareholder meeting and disclose what took place. Once this has been done, you will need to file Articles of Dissolution with your Secretary of State. You can go to your Secretary of State's website and find the forms needed to accomplish this. Furthermore, you will have to change the name on the mortgage from the Corp name to yours and inform the new buyer to continue all payments to you. You may want to hire an attorney to draw up the documents.

If a S Corporation sold their customer list and phone numbers only, what can the vendors do to the corporation now that the business has no money coming in?

The venders could go after the money that you received from selling your customer list and phone listings to compensate for the money owed. They can do this by showing that you purposely sold everything in an attempt to avoid paying creditors. In some cases, if this is proven, the creditors could come after you personally to satisfy the debt.

If an individual has an S corporation and the individual suffers a loss more than their income, how many years can an individual carry that loss on their personal income and how much of it is allowed each year? Should the individual cease to do business?

What you are referring to is a Net Operating loss (NOL). This occurs when your Corporate loss surpasses your income. You can carry the loss (only the excess) and use it to offset the income on your personal tax return. You can do this for up to 20 years. Although, you will need to either waive the carry back provisions or carry back the NOL. This means you will need to go back two years before the NOL year. For example, if your NOL occurred in 2010, you would go back to 2008. If the carry back isn't used by the 2 year carry back, you will have to carry forward the left over amount.

If an individual has a California S corporation, and the individual is being sued over a contract, can the individual personally be named in the suit?

This will normally not happen unless you provided a personal guarantee. As the owner of the Corporation, you usually cannot be held liable for the company debt. However, if you didn't provide sufficient insurance coverage, it may be possible for the other party to pierce the corporate veil and go after you for compensation. If this isn't the case, then more than likely, everything will turn out okay.

There is nothing more exciting than starting your own business. However, with every new beginning, there are new learning curves. Many people choose to start an S corporation because the federal taxes are passed to the shareholders. This means the income has been taxed at the shareholder level instead of the corporate level. If you are interested in learning more about S corporations and have questions, you should ask an Expert.
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